Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)



2021 Equity Awards. Effective January 21, 2021, the Human Resources and
Compensation Committee (the "Committee") of the Board of Directors of Pinnacle
Financial Partners, Inc. (the "Company") granted time-based restricted share
units ("Restricted Share Units") and performance-based restricted share units
("Performance Units") under the Company's 2018 Omnibus Equity Incentive Plan
(the "Plan") to those employees that are expected to be identified as the
Company's "Named Executive Officers" in the Company's proxy statement for its
2021 annual meeting of shareholders (the "Named Executive Officers"), which will
entitle the Named Executive Officers to earn the following number of shares of
the Company's common stock, par value $1.00 per share ("Common Stock"), at
target and maximum levels of performance over a three-year performance period in
the case of the Performance Units and a three-year pro rata vesting period in
the case of the Restricted Share Units:
                                      Restricted Share Units -        Performance Units - Target          Performance Units -
Employee                                  Number of Shares                 Number of Shares            Maximum Number of Shares*
M. Terry Turner                                13,320                           31,079                           74,588
Robert A. McCabe, Jr.                          12,657                           29,528                           70,867
Richard D. Callicutt, II                       5,427                            12,685                           30,444
Hugh M. Queener                                3,341                            7,795                            19,549
Harold R. Carpenter                            3,482                            8,147                            18,707

* Includes a full 20% upward adjustment for the Relative TSR Modifier (as defined below).



2021 Restricted Share Unit Awards. Effective January 21, 2021, the Committee
adopted and approved the form of Restricted Share Unit Award Agreement (the "RSU
Award Agreement"), pursuant to which the Restricted Share Units disclosed above
were granted to the Named Executive Officers. The Restricted Share Units vest
ratably over three (3) years from January 21, 2021 (each such date, a "RSU
Vesting Date"), and will be settled when vested in a like number of shares of
Common Stock.

In the event that a Named Executive Officer's employment terminates by reason of
retirement, with the prior approval of the Committee, or its designee, the Named
Executive Officer will be entitled to receive a pro rata portion of the
Restricted Share Units that were scheduled to vest on the next RSU Vesting Date
immediately following the retirement based on the number of days worked since
the most recent RSU Vesting Date or the date of grant if no RSU Vesting Date had
yet occurred. In the event that a Named Executive Officer's employment
terminates by reason of death or disability, all then unvested and outstanding
Restricted Share Units shall be deemed vested. In the event that a Named
Executive Officer's employment is terminated other than for death, disability or
retirement, the Named Executive Officer shall forfeit all Restricted Share Units
for which the forfeiture restrictions have not lapsed prior to the date of such
termination.

No Named Executive Officer shall have voting rights with respect to the
Restricted Share Units prior to such units' settlement, if any, into shares of
Common Stock. The Restricted Share Units may not be assigned, transferred,
pledged, hypothecated or otherwise encumbered or disposed of prior to the date
the forfeiture restrictions with respect to such units have lapsed, if at all.

Any dividends paid by the Company on shares of Common Stock while the Restricted
Share Units remain unvested shall accrue for the benefit of the Named Executive
Officers but shall not be paid to the Named Executive Officers until such time
as the shares of Common Stock issuable in settlement of such Restricted Share
Units, if any, shall be issued (and then only to the extent that the dividends
are attributable to such shares).

In the event that a Change in Control (as defined in the Plan) occurs, all then
unvested and outstanding Restricted Share Units shall vest immediately prior to
the consummation of such Change in Control. Such Restricted Share Units shall be
settled in a like number of shares of Common Stock that shall not be subject to
any further forfeiture restrictions.

The foregoing summary of the RSU Award Agreements is qualified in its entirety by reference to the form of RSU Award Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

--------------------------------------------------------------------------------



2021 Performance Unit Awards. Effective January 21, 2021, the Committee adopted
and approved the form of Named Executive Officer Performance Unit Award
Agreement (the "2021 PSU Award Agreement"), pursuant to which the Performance
Units disclosed above were granted to the Named Executive Officers. Pursuant to
the terms of the 2021 PSU Award Agreements, the Performance Units will be
earned, if at all, based on the Company's performance over the three year
performance period ending December 31, 2023 (the "Performance Period") for
return on average tangible common equity ("ROATCE") and tangible book value per
share plus dividends accretion ("TBV Accretion") (in each case, which may
exclude the impact of items described in more detail in the 2021 PSU Award
Agreement) measured against ROATCE ("Relative ROATCE") and TBV Accretion
("Relative TBV Accretion") for a group of peer companies over the same
Performance Period, and as such earned units may be adjusted positively or
negatively by up to 20% based on the Company's Total Shareholder Return
performance against the KBW Regional Banking Index over the period from January
21, 2021 through January 20, 2024 (the "Relative TSR Modifier"). At "maximum"
level of performance, each Named Executive Officer will earn 200% of the
"target" amount of the Performance Units disclosed above before the application
of the Relative TSR Modifier. Such Performance Units will be settled, if earned,
in a like number of shares of Common Stock following certification of the
Company's results compared to the peer companies in the peer group and
determination by the Committee subsequent to the Performance Period that the
average ratio of Pinnacle Bank's nonperforming assets to its loans plus other
real estate owned ("NPA Ratio") as of each of the three years ended December 31,
2021, 2022 and 2023 is less than or equal to the targeted NPA Ratio described in
the 2021 PSU Award Agreement.

All Performance Units that are earned under the 2021 PSU Award Agreements will
be settled in a like number of shares of Common Stock as soon as practicable
following the Committee's certification of the Company's results compared to the
peer companies in the peer group. In the event that a Named Executive Officer's
employment terminates by reason of retirement prior to December 31, 2023, the
Named Executive Officer shall be entitled to receive the number of Performance
Units that the Named Executive Officer would have earned has his employment not
so terminated based on a pro rata calculation of the number of days worked
during the Performance Period. In the event that a Named Executive Officer's
employment is terminated by reason of death or disability prior to December 31,
2023, the Named Executive Officer (or his estate or heirs) shall be entitled to
receive the greater of (a) the number of Performance Units that the Committee
may determine, based on the Company's performance during the portion of the
Performance Period ending on the last day of the fiscal quarter preceding such
termination, and (b) the number of Performance Units that the Named Executive
Officer would earn based on "target" level of performance. In the event that a
Named Executive Officer's employment is terminated other than for death,
disability or retirement, the Named Executive Officer shall forfeit all
Performance Units granted under the 2021 PSU Award Agreement.

If the NPA ratio is above the targeted ratio, the Performance Units granted
under the 2021 PSU Award Agreement will be immediately forfeited and the Named
Executive Officer will have no further rights with respect to such Performance
Units or the underlying shares of Common Stock (including any dividends
attributable thereto); provided, however, that if the Committee determines that
an event has occurred which is outside the ordinary course and has impacted the
NPA Ratio, the Committee will have the right to increase or decrease the vesting
target to reflect such event for purposes of determining whether shares of
Common Stock shall be issuable in settlement of such Performance Units otherwise
earned.

No Named Executive Officer shall have voting rights with respect to the
Performance Units granted under the 2021 PSU Award Agreement prior to such
units' settlement, if any, into shares of Common Stock. The Performance Units
granted under the 2021 PSU Award Agreements may not be assigned, transferred,
pledged, hypothecated or otherwise encumbered or disposed of other than by the
laws of descent and distribution prior to the date the forfeiture restrictions
with respect to such units have lapsed (including the achievement of the NPA
Ratio), if at all.

Any dividends paid by the Company on shares of Common Stock while the
Performance Units granted under the 2021 PSU Award Agreements remain outstanding
shall accrue for the benefit of the Named Executive Officers but shall not be
paid to the Named Executive Officers until such time as the shares of Common
Stock issuable in settlement of such Performance Units, if any, shall be issued
(and then only to the extent that the dividends are attributable to such
shares).

In the event that a Change in Control (as defined in the Plan) occurs prior to
December 31, 2023, the Committee shall determine, based on the Company's
performance during the portion of the Performance Period ending on the last day
of the fiscal quarter preceding the Change in Control, the number of Performance
Units that would be expected to be earned by a Named Executive Officer over the
entire Performance Period and the Named Executive Officer will be vested in the
greater of such number of Performance Units and the number of Performance Units
that the Named Executive Officer would earn based on "target" level of
performance. Such Performance Units shall be settled in a like number of shares
of Common Stock that shall not be subject to any further forfeiture
restrictions.

The foregoing summary of the 2021 PSU Award Agreements is qualified in its entirety by reference to the form of PSU Award Agreement, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

--------------------------------------------------------------------------------




Modification of Existing Performance Unit Awards. As previously disclosed, the
Committee granted Performance Units to the Named Executive Officers (i)
effective January 15, 2019 (the "2019 PSU Award") pursuant to a form of Named
Executive Officer Performance Unit Award Agreement (the "2019 PSU Award
Agreement") and (ii) effective January 23, 2020 (the "2020 PSU Award" and,
together with the 2019 PSU Award, the "Prior PSU Awards") pursuant to a form of
Named Executive Officer Performance Unit Award Agreement (the "2020 PSU Award
Agreement" and, together with the 2019 PSU Award Agreement, the "Prior PSU Award
Agreements"). Pursuant to the terms of the Prior PSU Award Agreements, the
Performance Units granted thereunder were to be settled in shares of Common
Stock, if at all, based on the Company achieving return on average tangible
assets ("ROATA") performance targets for each of the fiscal years ending
December 31, 2019, December 31, 2020 and December 31, 2021, in the case of the
2019 PSU Award, and for each of the fiscal years ending December 31, 2020,
December 31, 2021 and December 31, 2022, in the case of the 2020 PSU Award, and
the Named Executive Officer thereafter remaining an employee of the Company for
a one-year period following the end of the relevant performance period.
Thereafter, the Performance Units granted under the Prior PSU Awards, to the
extent earned, were to be subsequently settled in shares of Common Stock if the
Company's NPA Ratio at December 31, 2023, in the case of the 2019 PSU Award, and
December 31, 2024, in the case of the 2020 PSU Award, is below or equal to the
targeted ratio.

Effective January 21, 2021, the Committee approved amendments to the Prior PSU
Award Agreements to change the performance metric from ROATA to Relative ROATCE
and Relative TBV Accretion targets for each of the remaining performance periods
under the Prior PSU Awards (the "Prior PSU Amendments"). The Relative ROATCE and
Relative TBV Accretion targets are calculated in a similar manner as under the
2021 PSU Award Agreements. The other material terms of the Prior PSU Award
Agreements, including the target and maximum number of shares that the Named
Executive Officers will be entitled to receive pursuant to the Prior PSU Award
Agreements in each of the remaining performance periods and the service period
and NPA Ratio requirements, were not changed in the Prior PSU Amendments.

The foregoing summary of the Prior PSU Amendments is qualified in its entirety
by reference to the form of PSU Award Amendment for the 2019 PSU Awards and the
form of PSU Award Amendment for the 2020 PSU Awards, copies of which are filed
herewith as Exhibit 10.3 and Exhibit 10.4, respectively, and are incorporated
herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



  10.1     Form of 2021 Restricted Share Unit Award Agreement

  10.2     Form of Named Executive Officers 2021 Performance Unit Award
Agreement

10.3 Form of Amendment to Named Executive Officers 2019 Performance Unit Award Agreement

10.4 Form of Amendment to Named Executive Officers 2020 Performance Unit Award Agreement

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses